Upon closing, WIN shareholders will own ~51% of the combined company, and ELNK shareholders will own the remaining 49%.

Under the terms of the deal, ELNK shareholders will receive 0.818 WIN shares for each ELNK share owned, which values ELNK at $5.92/share, a 9% premium to ELNK’s closing price on Nov. 3, the day before merger talks were first reported.

The companies say they have identified $125M-plus in annual operating and capex synergies that are expected to be fully realized within 36 months of closing.

Windstream Holdings (WIN+0.7%) shares have risen more than 12% since it agreed to sell its data centers to TierPoint on Monday for $575M.

Researcher Robert Sassoon says the company's not just selling off a vital piece of the business, but "management has denied that this will result in the cannibalization of or drawback for its Enterprise Business, and has talked about the potential for leaseback and entering partnerships in the data center business with third parties" like TierPoint.

Sassoon sees 30% upside to the low end of his price target range of $9.50-$15.30. Heading into today's close, shares are trading at $7.49.

Fitch, meanwhile, thinks the sale could end up positive for a debt-heavy company. It's not taking any action yet on the company's below investment grade rating.

Windstream Holdings (NASDAQ:WIN) is up 5.3% after announcing it's selling its data center business to TierPoint for $575M in cash.

Along with the deal, the companies will partner on selling to each other's customers through referrals -- letting Windstream focus on core telecom while continuing to have a data-center solution to offer customers via TierPoint's management.

The data centers generated $30.5M in revenue and $10.2M in adjusted OIBDA in Q2.

Both boards have signed off and the deal is expected to close within 2-4 months.

Giving some key hope to suitors for Time Warner Cable not named Comcast (NASDAQ:CMCSA), FCC Chairman Tom Wheeler placed individual calls to various cable execs -- including TWC's Rob Marcus and Charter's Tom Rutledge -- to say the agency's not against any and all deals just because it kiboshed Comcast's, The Wall Street Journal is reporting.

Wheeler reportedly wanted to clarify the FCC stance amid industry confusion about just how much consolidation it would support, and said that each potential deal would be judged on its merits.

Wheeler did express that he's like to see more competition from companies that traditionally haven't battled in the same geographies, and encouraged the prospect of cablecos "overbuilding" into each other's service areas, according to the WSJ.

With TWC looking like the key catch, its stock has risen 8.9% over the past month.

"I’m skeptical it can be replicated," says Elevation LLC's Stephen Sweeney about Windstream's (WIN+12.9%) REIT spinoff plans. "It’s very unclear if other large cap companies can have their companies viewed by the IRS as real estate."

UBS also has its doubts: It thinks AT&T (T+3.3%) and Verizon (VZ+1.8%) would have to open up their networks to rivals if they were spun off into REITs, something it doesn't think the carriers will be keen on doing.

Oppenheimer's Tim Horan is more positive, albeit while cautioning Windstream's spinoff isn't a done deal. "If successful with this restructuring, and there are obviously high regulatory barriers, this will be a game changer for the valuation of non-REIT infrastructure stocks in our industry.”

AT&T, Verizon, Windstream, Frontier (FTR+11.7%), and CenturyLink (CTL+4.2%) have pared their morning gains a bit amid volatile trading on very heavy volumes. AT&T has seen 66M shares trade vs. a daily average of 19.3M; Frontier has seen 89M trade vs. an average of 6.9M.

Enthusiasm about Windstream's spinoff stems not only from the tax benefits provided to REITs - American Tower's tax expense has been halved since it converted into a REIT in 2012 - but also from the potential for spinoffs to spark new M&A activity.

Windstream CFO Tony Thomas: "The REIT is going to be uniquely positioned to be in a great spot to help unlock value at other companies ... We have a good understanding of how the REIT opportunity could work in the telecom landscape."

In an effort to build out its network, Windstream (WIN) buys broadband provider Paetec (PAET) for around $2.3B by assuming $1.4B of Paetec's debt and purchasing the remainder in an $891M stock swap. The deal will not only add to Windstream's fiber-optic route structure, it also allows the company to use Paetec's tax benefits to offset future profits. WIN-1.4%, PAET+16% premarket.